ENGN grants 600K inducement options to Chief Medical Officer, 10-year term

Rhea-AI Filing Summary

enGene Holdings Inc. Chief Medical Officer Hussein Sweiti was granted a non-qualified stock option to purchase 600,000 common shares at an exercise price of $6.83 per share, with an expiration date of 09/30/2035. The grant was awarded on 09/30/2025 as an inducement award outside the company019s 2023 Incentive Equity Plan in accordance with NASDAQ Listing Rule 5635(c)(4). The option vests 25% on 09/29/2026 (the first anniversary of employment) and the remainder vests monthly over the next three years, subject to continued service. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person and filed on 10/01/2025.

Positive

• 600,000-option grant provides retention incentive to the Chief Medical Officer
• Vesting schedule includes 25% at one year and monthly vesting thereafter to encourage continued service
• Grant complies with NASDAQ Listing Rule 5635(c)(4) as an inducement award

Negative

• Grant issued outside the company019s 2023 Incentive Equity Plan, which may draw shareholder questions about plan governance

Insights

Corporate Governance Expert

TL;DR: Significant inducement option grant awarded outside the company plan; follows NASDAQ rule but may prompt shareholder interest in governance details.

The filing shows a 600,000 non-qualified option grant to the Chief Medical Officer, explicitly made as an inducement award outside the Amended and Restated 2023 Incentive Equity Plan under NASDAQ Listing Rule 5635(c)(4). Such outside-plan grants are permissible but often attract investor scrutiny because they bypass shareholder-approved plan mechanisms. The awardeatures a standard four-year vesting schedule with 25% at the first anniversary and monthly vesting thereafter, and it expires in 2035. The submission was executed via attorney-in-fact, indicating a typical administrative signing process.

Compensation Analyst

TL;DR: Grant terms are typical for executive inducements: market-priced exercise, ten-year term, and four-year vesting tied to service.

The option has an exercise price of $6.83, a 10-year term ending 09/30/2035, and vests 25% after one year then monthly over three years, aligning retention incentives with continued service. Being a non-qualified stock option granted as an inducement suggests the company prioritized securing executive talent, using equity compensation outside the existing plan as allowed by NASDAQ rules. The size of the grant (600,000 underlying shares) represents a meaningful award for the named officer based on the absolute quantity disclosed.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sweiti Hussein

(Last) (First) (Middle)

C/O 4868 RUE LEVY, SUITE 220

(Street)

SAINT-LAURENT A8 H4R 2P1

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
enGene Holdings Inc. [ ENGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$6.83	09/30/2025		A		600,000		(1)	09/30/2035	Common Shares	600,000	$0	600,000	D

Explanation of Responses:

1. Non-qualified stock option grant awarded as an inducement award outside of the Amended and Restated enGene Holdings Inc. 2023 Incentive Equity Plan in accordance with NASDAQ Listing Rule 5635(c)(4). This option vests at 25% on September 29, 2026, which is the first anniversary of the employment commencement date, with the remaining portion to vest monthly over the remaining three years, subject to the reporting person's continued service.

	/s/ Lee Giguere, as attorney-in-fact for the Reporting Person	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did enGene (ENGN) report on the Form 4 filed 10/01/2025?

The Form 4 reports a non-qualified stock option grant of 600,000 shares to Chief Medical Officer Hussein Sweiti, awarded on 09/30/2025.

What is the exercise price and term of the option grant?

The option has an exercise price of $6.83 per share and an expiration date of 09/30/2035 (a 10-year term).

How does the option vest?

The option vests 25% on 09/29/2026 (first anniversary of employment) with the remaining portion vesting monthly over the next three years, subject to continued service.

Was the grant made under the company019s equity plan?

No. The award was a non-qualified option granted outside of the Amended and Restated enGene Holdings Inc. 2023 Incentive Equity Plan as an inducement under NASDAQ Listing Rule 5635(c)(4).

Who signed the Form 4 filing for the reporting person?

The Form 4 was signed by Lee Giguere as attorney-in-fact for the reporting person on 10/01/2025.